Falling Leaves
by The Rarispy
Summary: The Doctor finds himself dreaming of companions old and new, but not in the most pleasant way. Sometimes, all the loneliest man in the universe needs is some compassion.


"_Just go forward in all your beliefs, and prove to me that I am not mistaken in mine. Goodbye, Susan. Goodbye, my dear._"

His shoulder jerked violently. He could almost see her sad face looking up at the departing shape of his TARDIS… and it pained him.

"_Don't forget me._"

"_Oh, Sarah Jane… don't _you_ forget _me_._"

He winced deeply as he tried not to concentrate on their faces.

"_Goodbye, Doctor._"

"_I'll miss you. You were the noblest Romana of them all!_"

"They're off doing better things now…" He could be heard muttering. "What do they need an old fogey like me for?"

"_And I suppose, if it's one last chance to say it, Rose Tyler…_"

"Oh no, not _that_ one!" He was almost shouting now. He struggled to keep his eyes closed, thankful at least that he wasn't seeing any of the ones who'd—

"_Raggedy man… goodbye._"

"NO!"

The Doctor woke with a start. He sighed heavily, and began rubbing his eyes. How long had he been asleep for? No. Better question, why was he asleep in the first place?

_Oh, that's right_. _Because sweet old Clara thought I should 'take a rest' after all that work I did sprucing up the TARDIS's Artron pulse regulators._

He scoffed. "That's what I get for taking orders."

The Doctor's memories were still a bit of a jumble since his recent regeneration. There were some things he was unable to recall. Including one particular thing that he's just been reminded of the hard way…

_No wonder I never sleep._

* * *

><p>The Doctor threw on his favorite navy blue, red-lined jacket as he marched down the steps into the TARDIS control room. With a simple flick of a switch on the console, the whole thing lit up in a flurry of warm lights and soft noises. The Doctor let a smirk escape.<p>

More than a thousand years out in time and space, and the old girl seems to always find a way to put a smile on that face. However, that smile quickly dissipated as the Doctor found himself hunching over the controls, as if in a state of distress.

"Why can't dreams be cheerful and joyous?" he complained out loud, a tinge of bitterness in his voice. "A celebration of life, of divine LIVING! Just once, I'd like to have a dream that gives me hope. Something to keep me fighting, something… something to remind me of where I'm going. Now, haven't I had that dream before? Feels like it."

The Doctor tensed up, as a new feeling began to flood his nerves. It rocked him to his core, and made him raise his chin up to stare up at the time rotor. Glimmering like a bright orange beacon.

He had redressed the TARDIS room not too long ago. In his new body with its new tastes, the old TARDIS interior suddenly looked cold and spacious. Bookshelves were added to it and the lights were made warmer; all honest attempts to make the TARDIS feel more, well… homely.

But now, it just felt colder and emptier than ever.

"What is this awful feeling in my hearts, old girl?" The Doctor quietly asked. "It's not anger, or bitterness. Sadness or contempt. Certainly not happiness! It's almost like… like…"

With a deep breath, he closed his eyes and let his forehead rest against the console. Of course he knew what this feeling was.

The Doctor was lonely.

"CLAAARA!" The Doctor found himself shouting. His call echoed through the wide walls of the TARDIS, seemingly to no reply. "Of course," he said in a low voice. "What would she be doing here? Surely, I've dropped her off at home, or at school. Or maybe she's on a date with that mysterious new boyfriend of hers. Maybe they're married now, with five kids and a wee dog. She could be in a nursing home by now, she seems old enough. I think. Or maybe—"

"Doctor?" a female voice called out from the east wing.

"Or she _is_ sleeping in the TARDIS for the night. Yes, of course."

* * *

><p>Clara Oswald hurried out of her room and down the steps into the control room. Throwing a green jacket on over her PJ's, she stopped short by the console, where the Doctor was leaning back on the other side.<p>

"Is everything alright?" she asked. "Has the TARDIS bumped into an asteroid or something?"

The Doctor didn't answer for a moment. He rubbed his forehead wearily, and Clara could instantly tell this was a more serious matter.

"No, nothing like that. Clara, come here. I need something from you…"

She walked 'round the console to meet his face. Her own features dropped when she saw the sadness in his eyes. She tried to say something, but she was too choked up for words.

The silence between them was awkward, until the Doctor broke that awkwardness… or rather, made it even _more_ awkward, with a sudden, tight embrace. Clara almost fell back on her feet.

"Doctor!" she said, taken aback. "I thought you said you weren't the hugging ty—"

"Yes, yes, I know," he quickly rebutted. "Just… shut up for a minute, okay? Please."

Clara's eyes darted around in confusion, but she complied. She let her arms wrap around and stroke the back of his blue jacket. Suddenly, she felt something land on her shoulder, something that felt an awful lot like a tear.

"A tree that has a lot of leaves on its branches will be very happy," he whispered. "Until winter comes, and the tree realises... just how many of its leaves are gone. In that moment, the tree holds onto its last bright leaf, cherishing it until it too blows away one day. But not yet. Please, not yet."

"Everything okay? Something happen?" Clara's voice was full of concern.

But then the Doctor reared his head up, looking as energized as ever. His eyes weren't even glossy.

"Of course, I'm alright! Why wouldn't I be? You worry too much!" he snapped back in his ever-sharp Scottish-like flare. "Keep fretting all the time, and you'll start having even more lines on your face!"

"Doctor—"

"I know! Why don't we go to the Carnival of Faces? You'll love it there! It's on the lush planet of Verxis Trinamba, with great food and sport, and the best part is, the masks that they wear during the dance are real, emoting faces! Some of them even breathe fire! Ooh!"

Before Clara could even grasp what was going on, the Doctor was already bounding around the console, flipping switches and pressing buttons. With a series of heavy shakes, the TARDIS was moving again. Just as she had gotten herself all composed again, the machine had stopped.

"If we're lucky, I've taken us to just before the Masquerade Ball starts." He ran up to the doors and thrust them open. Bright sunlight and a cacophony of celebrating voices came in from outside. "Well, come on! What are you waiting for?"

"Doctor, I'm not dressed," Clara asserted.

The Doctor raised an eyebrow. "Are you sure about that? You look fine to me, I thought that was your finest formal wear." Clara shot him a look. "Fine then, get dressed and meet me out there!"

And just like that, he left before Clara could say anything else. She soon found herself leaning against the TARDIS herself, shaking her head in amusement.

"What am I ever going to do with him?" she asked, perhaps to the TARDIS but mostly to herself. "Gosh. I really am his carer, aren't I?"

A smile spread across her lips.

"You know, it's funny… even with that new, older body of his, he's still like a little kid sometimes. It's like he needs someone to give him reassurance to keep going, even when he thinks _he's_ doing all the guiding."

The TARDIS hummed in response.

"I never suppose that's why he never travels alone. He could never bear it. The loneliest man in the universe… I guess even the big, grumpy old Time Lord needs a shoulder to cry on sometimes."

* * *

><p>Cover image made by Kataoi on DeviantART. Used with permission.<p> 


End file.
